{"url_path":"/sec/ndra/8-k/2026-06-26/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 ****Other Information.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/1681682/0001213900-26-072268-index.html","accession_number":"0001213900-26-072268","cik":"0001681682","ticker":"NDRA","issuer_name":"ENDRA Life Sciences Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1681682/0001213900-26-072268-index.html","primary_entity_key":"0001681682","primary_entity_name":"ENDRA Life Sciences Inc."},"word_count":2206,"has_tables":true,"body_markdown":"**Item 8.01.****Other Information.**\n\n \n\nIn connection with the Company’s entry into the Merger Agreement, ENDRA stockholders that participated in the Company’s October\n15, 2025 private placement (the “October 2025 Private Placement”) waived their right to cause the Company to repurchase warrants\nissued in the October 2025 Private Placement following a change of control of the Company for their Black-Scholes value.\n\n \n\n**About Renergen**\n\n \n\nRenergen is a South African energy company focused on the development\nand commercialization of helium and liquefied natural gas (“LNG”) resources. Through its operating platform, Renergen is positioned\naround the production of specialty gases and cleaner energy products that are expected to serve high-demand industrial, technology, medical,\naerospace, semiconductor, and energy markets. It provides services that include:\n\n \n\n●Helium Production and Supply: Development of helium resources designed to\naddress supply needs for a scarce, strategically important gas used in medical imaging, semiconductor manufacturing, aerospace, fiber\noptics, leak detection, and advanced research applications.\n\n \n\n●Liquefied Natural Gas: Production and commercialization of LNG for customers\nseeking cleaner-burning energy alternatives, including applications in transportation, industrial operations, and distributed energy markets.\n\n \n\n●Strategic Resource Development: Advancement of gas reserves that include\nhelium concentrations intended to provide exposure to markets characterized by constrained global supply, mission-critical end uses, and\ngrowing demand from high-technology and energy-transition sectors.\n\n \n\nRenergen believes its resource base and operating strategy can position it to participate in attractive\nend markets for helium and LNG. Helium’s limited global supply, specialized logistics requirements, and use in critical applications\ncreate potential commercial opportunities for producers with scalable production and offtake capabilities. Renergen’s LNG operations\nare expected to complement its helium strategy by supporting monetization of natural gas resources while serving customers seeking reliable\nand lower-emission fuel alternatives.\n\n \n\n**Cautionary Note Regarding Forward-Looking Statements**\n\n** **\n\nThis report contains forward-looking statements within the meaning\nof the Private Securities Litigation Reform Act of 1995 that are based upon current expectations or beliefs, as well as assumptions about\nfuture events. Forward-looking statements include all statements that are not historical facts and can generally be identified by terms\nsuch as “could,” “estimate,” “expect,” “intend,” “may,” “plan,”\n“potentially,” or “will” or similar expressions and the negatives of those terms. These statements include, but\nare not limited to, statements relating to the proposed financing transactions discussed herein and the proposed Merger and related transactions\n(collectively, the “Proposed Transactions”); the structure, timing and completion of the proposed Merger; the Proposed Transactions\nand the expected effects, perceived benefits or opportunities of the Proposed Transactions; the combined company’s listing on Nasdaq\nafter the closing of the Proposed Transactions; expectations regarding the structure, timing and completion of the Proposed Transactions,\nincluding investment amounts from investors, timing of closing of the Proposed Transactions, expected proceeds, expectations regarding\nthe use of proceeds, and impact on ownership structure; the anticipated timing of the Closing; the expected executive officers and directors of the combined company; each company’s and the combined\ncompany’s expected cash position at the Closing and cash runway of the combined company following the Proposed Transactions; the\nfuture operations and pipeline, estimates of financial position, competitive landscape, addressable market and strategic and financial\ninitiatives of the combined company; the nature, strategy and focus of the combined company; statements regarding the continuation of\nRenergen’s Virginia Gas Project and its funding timeline; and other statements that are not historical fact. All statements other\nthan statements of historical fact contained in this communication are forward-looking statements. In addition, any statements that refer\nto projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking\nstatements. These forward-looking statements are made based on current expectations, estimates, forecasts, and projections, as well as\nthe beliefs and assumptions of management concerning future developments and their potential effects. There can be no assurance that future\ndevelopments affecting ENDRA, Noble, or the Proposed Transactions will be those that have been anticipated.\n\n \n\n5\n\n \n\n \n\nActual results could differ materially from those expressed in or implied\nby the forward-looking statements due to a number of risks and uncertainties, including but not limited to: the risk that the conditions\nto the Closing or consummation of the Proposed Transactions are not satisfied, including the failure to timely obtain approval of the\nproposed Merger from ENDRA stockholders, if at all; the risk that the proposed financings are not completed in a timely manner, if at\nall; uncertainties as to the timing of the consummation of the Proposed Transactions and the ability of each of ENDRA and Noble to consummate\nthe Proposed Transactions; the ability to obtain debt financing on terms that are favorable, or at all; the risk that Renergen does not\nreceive funding from the U.S. DFC or Standard Bank SA or that such funding is delayed; risks related to ENDRA’s continued listing\non Nasdaq until the Closing of the Proposed Transactions and the combined company’s ability to remain listed following the Closing;\nrisks related to ENDRA’s ability to correctly estimate its respective operating expenses and its respective expenses associated\nwith the Proposed Transactions, as applicable, pending the Closing, as well as uncertainties regarding the impact any delay in the Closing\nwould have on the anticipated cash resources of ENDRA, and other events and unanticipated spending and costs that could reduce ENDRA’s\ncash resources; risks related to the failure or delay in obtaining required approvals from any governmental or quasi-governmental entity\nnecessary to consummate the Proposed Transactions; the occurrence of any event, change or other circumstance or condition that could give\nrise to the termination of the Merger Agreement; the effect of the announcement or pendency of the Merger on ENDRA’s or Renergen’s\nbusiness relationships, operating results and business generally; costs related to the Merger; risks related to the market price of ENDRA’s\ncommon stock relative to the value suggested by the Merger; the outcome of any legal proceedings that may be instituted against ENDRA,\nNoble or any of their respective directors, managers, or officers related to the Proposed Transactions; costs of the Proposed Transactions\nand unexpected costs, charges or expenses resulting from the Proposed Transactions; changes in regulatory requirements and government\nincentives; risks associated with the possible failure to realize, or that it may take longer to realize than expected, certain anticipated\nbenefits of the Proposed Transactions, including with respect to future financial and operating results, legislative, regulatory, political\nand economic developments, and those uncertainties and factors; the risk of involvement in litigation, including securities class action\nlitigation, that could divert the attention of the management of ENDRA or the combined company, harm the combined company’s business\nand may not be sufficient for insurance coverage to cover all costs and damages, the outcomes of various strategies and projects undertaken\nby Renergen; the potential impact of laws or government regulations or policies in South Africa or elsewhere; Renergen’s\nfuture capital requirements and sources and uses of cash including debt funding for Phase 2 of the Virginia Gas Project; Renergen’s ability to obtain funding for its operations and future growth; Renergen’s ability to complete Phase 1 and 2 of the Virginia\nGas Project;\nRenergen’s reliance on the efforts of third parties; the financial terms of any current and future commercial arrangements; Renergen’s\nability to complete certain transactions and realize anticipated benefits from acquisitions and contracts; Renergen’s ability to comply with the terms of the loan and credit\nfacilities of Renergen’s subsidiary Tetra4; the ability of Renergen and its subsidiaries to retain and hire key personnel; the volatility\nof LNG and liquid helium prices; Renergen's success in discovering, estimating and developing natural gas and helium reserves; actions\nof competitors or regulators; limitations in the availability of, and costs of, supplies, materials, contractors and services that may\ndelay the drilling or completion of wells or make such wells more expensive; the amount and timing of future development costs; uncertainties\ninherent in estimating quantities of natural gas and helium reserves and projecting future rates of production and timing of development\nactivities; risks relating to the lack of capital available on acceptable terms to finance the Renergen's continued growth; the competitive nature of Renergen’s industry,\nand the other risks and uncertainties described in ENDRA’s SEC reports, and under the heading “Risk Factors” in its\nmost recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, the factors disclosed in Part I, Item 1A. “Risk Factors”\nof ASPI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (as amended) and in ASPI’s subsequent reports\nfiled with the SEC, each of which is available at www.sec.gov and in other filings that ENDRA and ASPI make and will make with the SEC\nin connection with the Proposed Transactions, including the Form S-4 and Proxy Statement described below under “Additional\nInformation and Where to Find It”. The forward-looking statements contained herein speak only as of the date of this report. Except\nas required by law, the Company does not undertake any obligation to update or revise its forward-looking statements to reflect events\nor circumstances after the date of this report.\n\n \n\n**Important Additional Information and Where to Find It**\n\n \n\nThis Current Report on Form 8-K relates to the Proposed Transactions\ninvolving ENDRA, ASPI, Renergen and Noble and may be deemed to be solicitation material in respect of the Proposed Transactions. In connection\nwith the Proposed Transactions, ENDRA intends to file relevant materials with the SEC, including a registration statement on Form S-4\n(the “Form S-4”) that will contain a proxy statement (the “Proxy Statement”) and prospectus. This communication\nis not a substitute for the Form S-4, the Proxy Statement or for any other document that ENDRA may file with the SEC and/or send\nto its stockholders in connection with the Proposed Transactions. INVESTORS AND STOCKHOLDERS OF ENDRA ARE URGED TO READ THE FORM S-4,\nTHE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO\nTHESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT\nENDRA, ASPI, RENERGEN, NOBLE, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.\n\n \n\nInvestors and stockholders will be able to obtain free copies of the\nForm S-4, the Proxy Statement and other documents filed by ENDRA and ASPI with the SEC (when they become available) through the website\nmaintained by the SEC at *www.sec.gov*. ENDRA’S Internet website address is www.endrainc.com. ENDRA’s Annual Report\non Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, including exhibits, and amendments to those reports filed or\nfurnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through the investor relations page of its\nInternet website as soon as reasonably practicable after it electronically files such material with, or furnishes such material to, the\nSEC. ENDRA’s Internet website and the information contained therein or connected thereto are not intended to be incorporated into\nthis report.\n\n \n\n6\n\n \n\n \n\n**Participants in the Solicitation**\n\n \n\nENDRA, ASPI, Renergen, Noble, and their respective directors and managers\nand certain of their executive officers and other members of management may be deemed to be participants in the solicitation of proxies\nfrom ENDRA’s stockholders in connection with the Proposed Transactions under the rules of the SEC. Information about ENDRA’s\ndirectors and executive officers, including a description of their interests in ENDRA, is included in ENDRA’s most recent Annual\nReport on Form 10-K for the year ended December 31, 2025. Information about ASPI’s directors and executive officers, including\na description of their interests in ASPI, is included in ASPI’s most recent Annual Report on Form 10-K for the year ended December 31,\n2025, as amended. Additional information regarding the persons who may be deemed participants in the proxy solicitations, including the\ndirectors and executive officers of Renergen, and a description of their direct and indirect interests, by security holdings or otherwise,\nwill also be included in the Form S-4, the Proxy Statement and other relevant materials to be filed with the SEC when they become\navailable. These documents can be obtained free of charge from the sources indicated above.\n\n \n\n**No Offer or Solicitation**\n\n \n\nThis Current Report on Form 8-K and the information contained herein\nare not intended to and do not constitute a solicitation of a proxy, consent or approval with respect to any securities or in respect\nof the Proposed Transactions or an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase\nor subscribe for any securities pursuant to the Proposed Transactions or otherwise, nor shall there be any sale, issuance or transfer\nof securities in any jurisdiction in contravention of applicable law. No offering of securities shall be made except by means of a prospectus\nmeeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law, or an exemption therefrom.\nSubject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not\nbe made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction,\nor by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet)\nof interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction."}